Salesforce Agrees to Buy Braze for $47.50 a Share: What Braze Holders Get and When
Salesforce agreed on October 19, 2026 to buy Braze for $47.50 a share in cash, 58% above Braze’s close that day in StockTitan’s price data. The cash comes after a yes vote from more than half of all Braze shares. The two co-founders and five other holders have pledged the votes of about 5 in every 100.
The short answer. Salesforce plans to buy Braze, whose software sends the app alerts, emails and texts that brands such as Venmo and Instacart use to reach their customers. For anyone outside the stock it is a cash purchase priced at about $5.66 billion for the whole business, by the companies’ own measure. Below, the filings are read for what a Braze share turns into, what has to happen first and the dates the contract sets.
The Braze cash deal in three numbers
On this page
- What do Braze shareholders get from the Salesforce acquisition?
- What premium is Salesforce paying for Braze stock?
- When is the Braze acquisition expected to close?
- How many Braze shares must vote for the acquisition?
- What approvals does the Braze acquisition need?
- What happens to Braze employee stock options and RSUs?
- What happens to BRZE stock if the Salesforce deal falls through?
- Why is Salesforce buying Braze?
- How we counted
- Frequently asked questions
What do Braze shareholders get from the Salesforce acquisition?
Each Braze share turns into a right to $47.50 in cash when the merger takes effect, and the share is then cancelled. A holder whose shares sit at a broker does not have to send anything in to be paid.
The merger agreement, which Braze filed with the SEC on October 20, says each Class A share outstanding at the effective time “will be converted into the right to receive $47.50 per share in cash, without interest” (Braze 8-K). From that moment the shares are cancelled and “cease to exist”. The effective time is the moment the merger legally happens at closing, and no date for it has been set.
Salesforce has to appoint a bank or trust company as paying agent and deposit the cash with it at or right after the effective time. Shares held electronically, the form in which brokerage accounts hold them, need no certificate or letter of transmittal. The paying agent pays the registered holder of those shares “in any event within five (5) Business Days following the Effective Time”, under Section 2.2 of the merger agreement. The agreement does not set the day on which a broker then credits its own customers. Someone who still owns a paper certificate gets a letter of transmittal in the mail and is paid after sending the certificate back with it.
There is one exception to the $47.50. A holder who properly demands appraisal under Section 262 of Delaware law, and keeps that right, is paid the value set through that appraisal process instead. The holders who signed the voting pledge described below gave up that right for their own shares.
A holder of 100 Braze shares would be owed $4,750 at closing under these terms. Any tax the law requires to be withheld comes out of that amount (Section 2.4), and no interest is added for the months between the signing and the payment.
- Agreement signed Salesforce and Braze signed the merger agreement on October 19, 2026.
- Proxy statement and vote Braze files a proxy statement, and more than half of all outstanding shares must then vote yes.
- Antitrust reviews, at the same time Alongside the vote, the U.S. antitrust waiting period must end and other listed approvals must arrive.
- Closing Closing falls on the fifth business day after the last condition that can be met before closing, unless the companies agree otherwise.
- Shares become cash At closing each share becomes a right to $47.50 in cash, without interest, and the share is cancelled.
- Payment The paying agent pays registered holders of electronically held shares within five business days; paper certificates are paid once sent in.
What premium is Salesforce paying for Braze stock?
The offer is 58% above Braze’s last close before the news. It is also above every Braze close of the past year, though below the price at which Braze first sold shares to the public in 2021.
Braze closed at $30.04 on Monday, October 19, the last session before the announcement, according to StockTitan’s daily price data for BRZE. At $47.50, Salesforce is offering $17.46 a share more than that close.
The gap looks wider against a longer stretch of trading. The average close over the 30 sessions to October 19 was $26.36, and the offer is 80% above it. Nearly all of those closes were below the October 19 close.
The highest close of the year before the deal was $36.19, on December 10, 2025, and the offer is 31% above that too.
The deal price is 27% below the $65.00 a share at which Braze sold stock in its November 2021 listing, according to its IPO prospectus. Braze last closed at or above $47.50 on March 27, 2024, in StockTitan’s data.
| Reference price | Date | Price | $47.50 against it |
|---|---|---|---|
| Close | October 19, 2026 | $30.04 | 58.1% higher |
| Average close, 30 sessions | September 8 to October 19, 2026 | $26.36 | 80.2% higher |
| Highest close of the prior 52 weeks | December 10, 2025 | $36.19 | 31.3% higher |
| IPO price | November 2021 | $65.00 | 26.9% lower |
Source: StockTitan daily closes for BRZE (queried October 20, 2026); IPO price from the Braze prospectus filed November 18, 2021; percentages are our calculation.
When is the Braze acquisition expected to close?
Salesforce expects to close the deal in its fiscal year 2028, which runs from February 1, 2027 to January 31, 2028. Either side may end the agreement if it has not closed by October 19, 2027, a deadline that moves later while only regulatory approvals are missing.
The joint release says the transaction “is expected to close in Salesforce’s fiscal year 2028”. That is subject to the Braze vote and the required regulatory approvals (joint release). Salesforce’s year ends on January 31, and its latest quarterly report defines fiscal 2027 as “the fiscal year ending January 31, 2027”. So the window Salesforce named opens about three and a half months after the signing and stays open for a full year.
The contract’s own deadline, which the agreement calls the outside date, is October 19, 2027, the first anniversary of the signing. If every condition except the regulatory ones has been met by then, it moves out by 90 days, to January 17, 2028 by our count. It can move once more, by another 90 days, to April 16, 2028.
Salesforce gives no month for the closing. Under Section 1.3 of the agreement, the closing takes place on the fifth business day after the last condition is met or waived. Conditions that can only be met at the closing itself are the exception. The two companies may agree on another date. They can also agree in writing on a different outside date.
Show the data
| Date | Event |
|---|---|
| 2026-10-19 | Salesforce and Braze sign the merger agreement. |
| 2026-11-23 | Target for Braze's first proxy filing, 35 days after signing, on a best efforts basis (our count). |
| 2027-02-01 | Salesforce's fiscal 2028 begins, opening the window in which it expects to close. |
| 2027-10-19 | Outside date: either side may end the agreement if the merger has not closed. |
| 2028-01-17 | Outside date after a first 90-day extension, if only regulatory conditions remain (our count). |
| 2028-01-31 | Salesforce's fiscal 2028 ends, closing the expected window. |
| 2028-04-16 | Outside date after a second 90-day extension, if only regulatory conditions remain (our count). |
How many Braze shares must vote for the acquisition?
The deal needs a yes from more than half of all Braze shares outstanding, counted against every share. Co-founders Bill Magnuson and Jon Hyman and five other holders signed a pledge to vote yes with about 5 in every 100 shares.
The condition in the Braze 8-K is “the affirmative vote of the holders of at least a majority of the outstanding shares of Class A Common Stock”. Braze had 113,594,303 of those shares on October 15, 2026, according to the merger agreement. On that count a majority is 56,797,152 shares, and the count on the record date, not yet set, may differ.
Because the bar is set against every share outstanding, a share that is never voted does nothing to reach it. Each share carries one vote. Braze’s Class B stock carried ten votes a share at the 2021 listing, according to its IPO prospectus. It converted into Class A in January 2026, according to its annual report, and the merger agreement counts no Class B shares outstanding.
A group of holders signed a voting and support agreement with Salesforce alongside the merger agreement. They are chief executive and co-founder William Magnuson, co-founder Jonathan Hyman, three Hyman family trusts, a company called Scintillating Holdings LLC and Neeraj Agrawal. Its Schedule A lists 5,999,825 shares, or 5.3% of the October 15 count by our count (voting agreement).
The signers agreed to vote for the merger and against any rival proposal. Among other cases, their pledge ends at closing, if the merger agreement ends, or if the price is cut or its mix changed without their written consent. On the October 15 count, 50,797,327 yes votes beyond the pledged shares would be needed to reach a majority. The options and stock units listed beside some of their names are not counted in that total, because they are not shares that can vote today.
Before the meeting Braze has to send holders a proxy statement, the document that explains the deal and asks for their votes. The agreement asks Braze to use its “reasonable best efforts” to file a first version within 35 days of signing, which falls on November 23, 2026 by our count. The meeting is meant to follow within 45 days after the SEC staff finishes any review, and no record date or meeting date has been set.
Show the data
| Part | Value | Share |
|---|---|---|
| Pledged to vote yes | 5.3% | 5.3% |
| Not pledged | 94.7% | 94.7% |
What approvals does the Braze acquisition need?
Besides the vote, the U.S. antitrust waiting period has to end, and other antitrust and foreign investment approvals the filing does not name have to arrive. Braze shares stay listed on Nasdaq until closing and are taken off it afterward.
The Braze 8-K lists the conditions. The waiting period under the Hart-Scott-Rodino Act, the U.S. law that gives antitrust agencies time to review large deals, must expire, along with “other approvals under specified antitrust and foreign investment laws”. The list of those other laws sits in a schedule that was not filed.
No law or court order may block the merger or impose what the agreement calls a Burdensome Condition. That term covers regulator demands, such as selling parts of the business, that go past limits set in the contract. Salesforce is not required to accept them. The conditions listed in the Braze 8-K include none for financing. The deal also needs Braze’s promises in the contract to hold, and no serious harm to Braze’s business, called a Company Material Adverse Effect, may be continuing just before closing.
Under the delisting clause of the merger agreement, the two companies will remove the stock from Nasdaq and end its SEC registration, effective only at or after the effective time. Until then the stock stays listed on Nasdaq.
What happens to Braze employee stock options and RSUs?
Employee awards are tied to the same $47.50. Vested awards and options priced below it are paid in cash, while unvested stock units become Salesforce stock units.
An option whose exercise price is below $47.50 is cancelled for cash. The holder gets $47.50 for each share it covers, after shares are withheld to pay the exercise price, less tax. An option priced at or above $47.50 is cancelled without payment.
All of Braze’s 2,859,370 options were already vested on October 15. Their weighted average exercise price was $26.49, and the filing does not say how many sit above the deal price.
Vested restricted stock units, and those held by outside directors, are paid at $47.50 each, less tax, while unvested restricted stock units become Salesforce units with the same vesting terms. The conversion ratio is $47.50 divided by Salesforce’s volume weighted average closing price over the 20 trading days before the closing date. Salesforce may instead pay cash or cash awards for some employees outside the United States.
Performance units are counted first and then become ordinary Salesforce units, with their performance conditions removed. A period already finished at closing counts at actual performance, and an unfinished one at target. If closing comes before February 1, 2027, the year that began February 1, 2026 counts at the higher of the two.
The cash for employee awards is paid as promptly as practicable after closing (Section 2.3(j)). The latest date is the first payroll date at least ten business days after closing, with an exception for some deferred pay.
The employee stock purchase plan ends just before the effective time, and Braze must act soon after the signing to bar new members and higher payroll deductions.
| Award (October 15, 2026) | Shares covered | Treatment at closing |
|---|---|---|
| Stock options, all vested | 2,859,370 | Cash if exercise price is below $47.50; cancelled otherwise |
| Restricted stock units | 10,691,078 | Vested and director units in cash; others become Salesforce units |
| Performance units, at target | 329,336 | Become Salesforce units after the agreement’s performance count |
| Restricted shares (inside the share count) | 1,236,475 | Some become restricted Salesforce stock, others are cashed out |
Source: Braze merger agreement, Section 3.2, and Braze 8-K, Item 1.01, filed October 20, 2026. At maximum performance the performance units cover 658,672 shares.
What happens to BRZE stock if the Salesforce deal falls through?
If the agreement ends, it becomes void and no deal price is paid. Braze shares stay Braze shares. In some cases one side owes the other a fee, set at $300 million from Salesforce or $191.39 million from Braze.
Either company may end the agreement in several cases. They include a merger still not closed by the outside date, a no vote by Braze holders and a final court or regulatory order that blocks it. Salesforce owes Braze its $300 million fee only in specified cases. They are a termination at the outside date, or after a final order, that turns on antitrust or other regulatory law. Every other closing condition must be met, along with further requirements in the agreement. The fee goes to Braze the company. The agreement pays no part of it to Braze shareholders. If the merger closes, they become entitled to $47.50 a share, paid through the process described in the first section.
Braze owes Salesforce $191.39 million in specified cases, among them a change in its board’s recommendation or a termination to accept a better offer. Until the vote, Braze has agreed not to seek other offers and, with limited exceptions, not to negotiate them (Braze 8-K).
Why is Salesforce buying Braze?
Salesforce says Braze’s live messaging across phones, apps, email and texts is expected to strengthen its own marketing software. It plans to pay with cash and says the deal does not change its forecast for the current fiscal year.
“Braze was built to turn live customer behavior into personalized engagement at scale,” said Patrick Stokes, Salesforce’s president of applications and marketing, in the release. Braze serves about 2,770 customers, the release says, and its co-founder and chief executive Bill Magnuson said in the release that the company will “continue building as Braze”.
Braze counted Salesforce as a rival before the deal. Its latest annual report names Adobe, Salesforce, Iterable and Klaviyo among the software companies it competes with. Braze reported revenue growth of 26% from a year earlier for the quarter ended July 31, 2026, in its results release.
Salesforce’s investor slides say it expects to “fund transaction via cash”, and they describe “Growth accretion balanced by near term profitability dilution”, meaning Braze adds to Salesforce’s growth while lowering its profit in the near term (investor webinar slides). In the merger agreement Salesforce represents that it will have access at closing to all the funds needed to pay holders. The release adds that there is no anticipated change to Salesforce’s fiscal 2027 guidance, the forecast it gives investors.
How we counted
Prices are closes from StockTitan’s daily price table for BRZE, queried on October 20, 2026; Braze has had no stock split. Each comparison is $47.50 divided by the reference price, minus 1. The 30-session average is the plain mean of the closes from September 8 to October 19, 2026.
The share count is the 113,594,303 Class A shares the merger agreement reports for October 15, 2026, and a majority is the first whole number above half of it. The pledged total adds the seven figures in the share column of Schedule A to the voting agreement. We read them from the table cells of the filed exhibit and left out the options and stock units in the other columns.
Calendar dates count 35 days from October 19, 2026 for the proxy target, and 90 calendar days for each extension of the outside date; the agreement’s own terms govern.
Frequently asked questions
How much is Salesforce paying for each Braze share?
Salesforce will pay $47.50 in cash for each Braze Class A share, without interest, once the merger closes. The companies put the deal at about $5.66 billion in enterprise value.
When will Braze shareholders get paid?
Nothing is paid before closing. Salesforce expects the closing in its fiscal 2028, which runs between February 1, 2027 and January 31, 2028. Under the merger agreement, the paying agent pays the registered holder of electronically held shares within five business days of the effective time. It does not set when a broker then credits its customers.
What happens to BRZE stock after the acquisition?
At closing each share is cancelled in exchange for the cash, and the stock is removed from Nasdaq. Until then it stays listed.
Do Braze shareholders have to do anything to receive the $47.50?
Electronically held shares, the kind brokerage accounts hold, need no certificate or letter of transmittal. The merger agreement has the paying agent pay their registered holder within five business days of the effective time. A holder of a paper certificate is mailed a letter of transmittal and is paid after returning it with the certificate.
When is the Braze shareholder vote?
No date has been set. Braze is to use its reasonable best efforts to file a first proxy statement within 35 days of the October 19 signing, which we count as November 23, 2026. The meeting is meant to follow within 45 days after the SEC staff finishes any review.
Where can I read the Braze merger filings on StockTitan?
The Braze 8-K page and the Braze overview list new filings and releases as they arrive. Our keyword filters guide shows how to follow words such as “proxy” or “merger” in the live feed. To compare $47.50 with your own purchase price, the profit and loss calculator does the arithmetic.
Sources
- StockTitan: Salesforce Signs Definitive Agreement to Acquire Braze (joint release, October 20, 2026)
- StockTitan: Braze 8-K of October 20, 2026
- StockTitan: Salesforce 8-K of October 20, 2026, with the investor webinar
- StockTitan: Braze overview
- StockTitan: Braze financials
- StockTitan: Salesforce overview
- Braze Form 8-K, filed October 20, 2026
- Agreement and Plan of Merger, Exhibit 2.1, dated October 19, 2026
- Voting and Support Agreement, Exhibit 99.1, dated October 19, 2026
- Salesforce Form 8-K, filed October 20, 2026
- Joint press release, Exhibit 99.1 of the Salesforce 8-K, October 20, 2026
- Salesforce investor webinar slides, Exhibit 99.2, October 20, 2026
- Salesforce Form 10-Q for the quarter ended July 31, 2026
- Braze Form 10-K for the year ended January 31, 2026
- Braze second quarter fiscal 2027 results release, September 8, 2026
- Braze Form 8-K of July 2, 2026 (restated certificate after the Class B retirement)
- Braze IPO prospectus, filed November 18, 2021
The information provided in this article is for educational and informational purposes only. It does not constitute financial advice, investment recommendation, or an endorsement of any particular investment strategy. Past performance does not guarantee future results. Investors should conduct their own research and consult with a qualified financial advisor before making investment decisions.